SEC Says "No Way" to

April 23, 2001 ( - The SEC has told a small group of Willamette Industries employees to cease and desist in their opposition to a hostile takeover scheme from rival timber company Weyerhaeuser Corp.

That includes temporarily shutting their month-old Web site,, according to CBSMarketWatch.  The grassroots employee organization says it was told by the SEC to retain legal counsel and file a formal SEC 14D9, a regulatory solicitation and recommendation statement.

The group unwittingly violated SEC proxy laws by making recommendations on the merits and the validity of Weyerhaeuser’s $5.3 billion cash offer for Willamette on its Web site.

Help Wanted

The site now notes “Since we are just a bunch of people who are trying to express our first amendment rights of free speech, and allowing others to do the same, and none of us are legal or financial experts, we have decided to take down the site while we examine our alternatives. Needless to say, we are very upset about these developments, however none of us have the financial, legal, or time resources needed to comply with the stated SEC requirements.”
The group is now seeking free legal advice ( ) to help figure out their next steps.

“Love Me” Tender?

Weyerhaeuser first announced its intention to acquire Portland, Oregon-based Willamette for $48 per share in cash last fall, but was rebuffed by Willamette’s board.  Weyerhaeuser then launched a tender offer for Willamette’s outstanding shares – an offer that has since been extended twice – now due to expire in mid-May. reportedly drew 14,000 hits in the first 11 days.  The site included a guestbook for registering comments, an outline of the hostile offer and a 1999 KPMG study that showed how the vast majority of mergers fail to produce value for shareholders.

Willamette will hold its annual meeting on June 7. Weyerhaeuser has nominated three candidates for Willamette’s board.

– Nevin Adams